Gary Glessner
About Gary W. Glessner
Gary W. Glessner, CPA, is an independent director of United Bancorp, Inc. (UBCP) since 2013 and currently serves as Audit Committee Chairman; he is 58 years old per the 2025 proxy and holds a bachelor’s degree in Accounting from Wheeling College (1989), with CPA licensure obtained in 1993 and insurance licenses in life/annuity and property & casualty . The Board has designated him as the Corporation’s “audit committee financial expert” and determined he is independent under Nasdaq listing standards . His background includes leadership of multiple businesses in the tri-state area and past service as audit chair at another publicly traded banking organization .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Unnamed publicly traded banking organization | Director; Audit Committee Chair | Not disclosed | Audit leadership experience (financial oversight) |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Glessner & Associates, PLLC (CPA firm) | Managing Member/President | Not disclosed | Based in Wheeling, WV |
| Glessner Wharton Andrews Insurance Group, LLC | Managing Member | Not disclosed | Independent insurance agency |
| GW Rentals, LLC | Managing Member | Not disclosed | Real estate holdings |
| GWA Realty, LLC; Tiffany’s, LLC; Red Stripe & Associates, LLC | Member/Managing Member | Not disclosed | Various entities |
| Windmill Truckers Center, Inc.; Glessner Enterprises, Inc. | Vice President | Not disclosed | Corporate roles |
| Glessner Snodgrass Wealth Management, LLC | Managing Member | Not disclosed | Wealth management firm |
| Linsly School | Chairman of Board of Trustees | Not disclosed | Education governance role |
Board Governance
- Independence: The Board determined Glessner is independent; he is also the Board’s audit committee financial expert .
- Committee assignments and roles (2024):
- Audit Committee: Chair; members Hendershot, Hoopingarner, Schunn; met 3x .
- Compensation Committee: Chair; member Hoopingarner; met 1x .
- Nominating & Governance Committee: Member (Chair is Hoopingarner); met 1x .
- Executive Committee: Member with Everson and Hoopingarner; met 4x; oversees market, credit, compliance risks; IT risk overseen by Audit Committee .
- Attendance: In 2024, all directors attended the Annual Meeting; each director attended at least 75% of Board and applicable committee meetings .
| Governance Metric | 2023 | 2024 |
|---|---|---|
| Board meetings held | 4 | 4 |
| Audit Committee – meetings | 3 | 3 |
| Compensation Committee – meetings | 1 | 1 |
| Nominating & Governance – meetings | 6 (once?) Note: text states “6 times once” (committee met; phrasing likely clerical) | 1 |
| Annual Meeting attendance | All directors, excluding two appointed Nov 2023 | All directors attended |
Fixed Compensation
| Director Compensation | 2023 | 2024 |
|---|---|---|
| Fees Earned or Paid in Cash ($) | $57,944 | $59,265 |
| Stock Awards ($) | $0 | $0 |
| Non-Equity Incentive Compensation ($) | $0 | $0 |
| Nonqualified Deferred Compensation Earnings ($) | $0 | $0 |
| All Other Compensation ($) | $167 (split-dollar life insurance imputed benefit) | $115 (split-dollar life insurance imputed benefit) |
| Total ($) | $58,111 | $59,380 |
| Fees Deferred Under Director Deferred Compensation Plan ($) | $57,944 | $59,380 |
- Director pay structure (2024): Annual retainer $7,500; board meeting fee $2,431 per meeting; Executive and Compensation Committee member fee $409 per meeting; Audit Committee Chair retainer $1,000 and $741 per Audit meeting; other Audit members $460 per Audit meeting. Additional retainers apply for outside Chairman and Bank Lead Director (not applicable to Glessner) .
- Deferred Compensation Plan: Unfunded plan; directors may defer fees and up to 50% of incentive awards; deemed invested in UBCP common stock with dividends credited; paid in shares and/or cash upon separation (lump sum or installments up to 10 years) .
Performance Compensation
- No director stock awards disclosed in 2023 or 2024 for Glessner (Stock Awards = $0 in both years) .
- Split-dollar life insurance program provides a director death benefit with imputed income included in “All Other Compensation” (see table above) .
| Performance Metric Linkage (Directors) | 2023 | 2024 |
|---|---|---|
| Equity grants (RSUs/DSUs) | None disclosed for Glessner | None disclosed for Glessner |
| Cash performance-based pay | None disclosed (director fees only) | None disclosed (director fees only) |
Note: Restricted stock programs exist for “certain Officers and Directors,” but specific director grant counts for Glessner are not disclosed; unvested shares under plans receive dividends and voting rights .
Other Directorships & Interlocks
| Company/Institution | Role | Potential Interlock/Notes |
|---|---|---|
| Linsly School | Chairman, Board of Trustees | Education nonprofit governance |
| Prior publicly traded banking organization | Director; Audit Chair | Enhances audit oversight credibility |
- Auditor relationship: UBCP’s independent auditor is S.R. Snodgrass, P.C. since 2022; Audit Committee (chaired by Glessner) recommended ratification in 2025 . No disclosed conflicts between Glessner’s outside affiliations and the auditor.
Expertise & Qualifications
- CPA; designated audit committee financial expert .
- Education: BS Accounting, Wheeling College (1989); CPA license (1993); Life & Annuity license (2004); Property & Casualty license (2009) .
- Business leadership: Managing member/owner across accounting, insurance, real estate, and other enterprises; broad regional business management experience .
- Professional memberships: AICPA; WV Society of CPAs; Wheeling Area Chamber of Commerce; Elm Grove Business Association .
Equity Ownership
| Metric | 2023 | 2024 | 2025 |
|---|---|---|---|
| Shares beneficially owned | 85,460 | — | 97,032 |
| Percent of class | 1.45% | — | 1.63% |
| Shares outstanding | 5,884,488 | — | 5,826,988 |
Alignment note: Deferral of director fees into stock units with dividends credited further ties compensation to shareholder outcomes .
Governance Assessment
-
Strengths:
- Independence and deep audit expertise; serves as Audit Chair and Compensation Chair, central to financial oversight and pay governance .
- Consistent attendance; all directors attended the 2024 Annual Meeting; minimum 75% attendance across Board/committees .
- Fee deferral fully elected (100%) in both 2023 and 2024, invested in UBCP stock units—positive ownership alignment signal .
- Audit Committee operates with standard PCAOB communications and independence reviews; recommended inclusion of audited financials in 10-K .
-
Watch items and potential red flags:
- No formal anti-hedging policy adopted for insiders (company states it has not adopted practices/policies restricting hedging transactions), which can be viewed as a governance gap versus peers that prohibit hedging to protect alignment .
- Multiple outside business roles increase theoretical related-party exposure; however, the proxy discloses no related-party transactions involving Glessner in 2024 above $120,000 (only a construction services relationship with Hendershot’s company and prior real estate transaction with Riesbeck’s company were noted) .
- Committee role concentration: holding both Audit and Compensation Chair roles can be efficient for a small-cap community bank, but may raise concentration risk in governance checks and balances; Board uses independent standards and charters to mitigate .
-
Compensation committee practices:
- No compensation consultants retained for 2023/2024; charter authorizes retention if needed .
- Compensation Committee leadership shifted from Riesbeck (2023) to Glessner (2024), increasing his influence over pay decisions; CEO excluded from deliberations on his own pay .
-
Say-on-pay and shareholder feedback:
- 2025 proxy includes an advisory vote to ratify executive compensation and a frequency vote recommending triennial cadence; results are not disclosed in the proxy and no Item 5.07 8-K was found in available documents [List: 8‑K 5.07 none].
Related Party Transactions
- Policy permits ordinary-course banking transactions with related parties under market terms, with Audit Committee review and recusal where relevant .
- 2024 disclosures: construction services paid to OWV Excavating (linked to Director Hendershot) exceeded $120,000 but <5% of recipient revenues; Board maintained Hendershot’s independence; no transactions over $120,000 disclosed for Glessner .
Equity Ownership & Alignment Details
- Deferral plan credited to UBCP common stock with dividends; distributions in shares/cash upon departure (lump sum or installments up to 10 years), supporting long-term alignment .
Overall implication: Glessner’s audit expertise, independence, and full fee deferral into stock units support investor confidence; lack of an anti-hedging policy and role concentration warrant monitoring, though no specific conflicts involving Glessner are disclosed .